Bylaws of the American Association of University Women

California Online Branch

Article I:  Name

The name of this organization shall be the American Association of University Women, California Online Branch, hereinafter called the branch.

Article II:  Government

The charter and bylaws of the American Association of University Women, hereinafter called the Association or AAUW, and the bylaws of the American Association of University Women of the State of California, Inc., hereinafter called the state, shall govern this branch in all practices. The bylaws of this branch shall in no way conflict with the Association Charter and Bylaws or state Bylaws. Every amendment to the bylaws of the Association and state shall become effective and binding on this branch. 

Article III:  Purpose

The purpose of this branch shall be to unite graduates of different institutions by electronic means in order to promote equity, education, intellectual growth, individual worth and development of opportunities for women and girls.

The branch shall:

a. contribute to the growth and advancement of the Association and the AAUW Educational Foundation;

b. participate in the development and promotion of AAUW policies and programs through study, action and public policy advocacy in areas related to its purpose, including community, cultural interests, education and international affairs;

c. cooperate in AAUW state and regional work. 

Article IV:  Use of Name

Section 1. The policies and program of the Association and the state shall be binding on all members and branches, and no member or branch shall use the name of the Association to oppose such policies or program. Established channels may be used to change a policy or program.

Section 2. The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.

Section 3. Reference to membership in the Association shall be interpreted as use of name in application of Section 1.

Section 4. On any matter on which the Association or state has no policy, the only action which may be taken by a member or branch in the name of the Association or state is to use the established channels to effect formulation of a policy.

Section 5. Violation of the terms of this article shall result in:

a. member’s suspension for one year or expulsion from membership, or

b. loss of recognition of the branch.

Article V:  Membership

Section 1. Individuals eligible to be admitted to membership are those holding an associate or equivalent, baccalaureate or higher degree from a qualified educational institution; a degree from a foreign institution recognized by the International Federation of University Women (IFUW); or a foreign degree acceptable as a basis for admission by graduate schools at qualified universities of the U.S.A. and who have paid dues (Association + state + branch) on or before July 1 annually. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership. Refusal to admit an eligible graduate to branch membership shall result in loss of recognition of a branch. The branch member shall be entitled to vote, hold office and participate in all branch activities and programs and receive the publications distributed to all members.

Section 2.  Paid life members of AAUW, as defined in the Association Charter and Bylaws, Article IV Section 3 a (5) (a), who are branch members are required to pay annual state and branch dues.

Section 3.  Any branch member who has paid Association dues for fifty (50) years shall become a Fifty Year Honor Life Member and shall thereafter be exempt from payment of Association and branch dues.

Section 4. An undergraduate student enrolled in a qualified educational institution shall be eligible for student affiliation with the branch upon payment of fees established by the Association, state and branch boards of directors. Student affiliates may attend branch, state and Association meetings and receive the publications distributed to all members. Affiliates may not vote nor hold office.

Section 5.  A member whose dues remain unpaid after July 31 shall be dropped from membership.

Article VI:  Financial Administration

Section 1. The fiscal year shall correspond with that of the Association and shall begin on July 1.

Section 2.  Changes in branch dues shall be established by a two-thirds vote of those voting provided notice has been given to all members at least fifteen (15) days prior to the vote.

Section 3. Dues are payable on or before July 1. After notification of nonpayment, a member still in arrears after July 31 shall be dropped.

Section 4.  New members may join at any time. Dues are payable on joining. The Association portion of dues paid by new members between January 1 and March 15 shall be one half the annual Association dues. There is no reduction in California state dues. The branch board of directors may set a reduction in branch dues.

Section 5.  The annual budget shall be adopted by the board of directors for presentation to the branch no later than September.

Section 6.  The branch shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state and local laws.

Section 7.  Insurance 

a.  The branch is required to participate in the state insurance programs to be in good standing with recognition and voting privileges at the state convention and to participate in state sponsored activities and projects. The branch must comply with all risk management requirements, state program directives and all other requirements as outlined in state policy and procedures.

b.  The branch must obtain separate insurance coverage for activities and projects not covered under the state insurance coverage.

Article VII:  Officers

Section 1.  There shall be members to fulfill the functions of administration, program, membership, public policy, finance, Educational Foundation/Legal Advocacy Fund, and technology/communications.

Section 2.  The elected officers shall be a president, secretary, treasurer, and four (4) at-large directors.

Section 3.  The appointed officers shall be the technology/communications chair and parliamentarian/bylaws chair.

Section 4. Officers shall serve for a term of one (1) year or until their successors have been elected or appointed and assume office. The term of each officer shall begin on July 1.

Section 5.  No member shall be eligible to serve more than 2 consecutive terms in the same elected office.

Section 6.  The incoming president may call an online meeting of the incoming officers prior to July 1.

Section 7. A vacancy in office, excluding the president, shall be filled for the unexpired term by the board of directors.  A vacancy in the office of president shall be filled by  the nominating committee’s reconvening to nominate a candidate to be elected within sixty (60) days of the vacancy.

Article VIII:  Duties of Officers

Section 1.  Officers shall perform the duties prescribed by these bylaws, branch policies, and by the current edition of Robert's Rules of Order Newly Revised.

Section 2.  The president shall be the official spokesperson and representative for the branch and shall be responsible for submitting such forms and reports as required by the Association and state. The president shall be responsible for the branch enrolling in the state insurance programs so that the branch will be in good standing each year with recognition and voting privileges at the state convention.

Section 3. The secretary shall record and keep minutes of all board, branch business, and special meetings.

Section 4.  The treasurer shall be responsible for collecting, distributing, and accounting for the funds of the branch.  The treasurer shall collect dues and properly remit them to the Association and the state by the specified deadline.  The treasurer shall send moneys for any AAUW 501 (c) 3 entity, such as the Educational Foundation, by the specified deadlines and shall keep separate ledgers for each type of account.

Section 5.  All other board officers, elected and appointed, shall perform such duties as the president and board shall direct.

Article IX:  Nominations

Section 1.  There shall be a nominating committee of no fewer than two (2) members, at least one of whom is a board member. The committee members shall be elected at least two months prior to the officer elections. The board nominee shall chair the committee.

Section 2.  Members shall serve a term that lasts from the time of their election to the nominating committee until the officer election, and shall not serve more than two consecutive terms. 

Article X: Elections

Section 1.  The names of the nominees shall be sent to every member at least fifteen (15) days before the election.

Section 2. Nominations may be made with the consent of the nominee.

Section 3.  Voting shall be by online ballot.  Election shall be by secret ballot. Election shall be by a majority of those voting.

Article XI:  Board of Directors

Section 1.  The board of directors shall include the elected and appointed officers. They shall all be voting members of the board with the exception of the parliamentarian/bylaws chair.

Section 2.   The board shall have the general power to administer the affairs of the branch including but not limited to establishing policies and procedures to control financial records. It shall accept responsibility delegated by the Association and the state.

Section 3.  Board business shall be conducted at any time at the call of the president, or upon the request of three (3) members of the board.

Section 4.  The quorum of the board shall be a majority of its members.

Article XII: Branch Business

Section 1. The officer elections shall be held between March 1 and May 30, the exact date and time to be determined by the board.

Section 2.  At the time of the election, the branch shall conduct any other business not previously covered during the year, including but not limited to hearing officers’ reports, reviewing budget, establishing dues, amending bylaws and giving directions to the board.

Section 3. The quorum shall be ten percent (10%) of the branch membership.

Section 4.  Branch business may be called by the president or shall be called by the president on the request of at least twenty-five percent (25%) of the voting members of the board of directors, or ten percent (10%) of the branch membership.

Article XIII:  Committees and Task Forces

Section 1.  Standing committees shall be program, technology and communications, membership, public policy, finance, Educational Foundation/Legal Advocacy Fund, and bylaws.

Section 2.  Standing committees shall be appointed by the president with the consent of the board.

Section 3.  Special committees and/or task forces may be appointed by the president with the consent of the board.

Article XIV:  Conventions

Delegates and alternates to AAUW and state conventions, as described in Association and state bylaws, shall be elected by the branch and certified by the president.

Article XV:  Property

Section 1.  The title for all property, funds and assets of the branch shall at all times be vested in the branch for the joint use of members.  No member or group of members shall have any severable right to all or any part of such property. The branch shall have complete control over the acquisition, administration and disposition of its property without consent of the Association or the state, except that such property shall not be used for any purposes contrary to those of the Association or the state.

Section 2.  In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.

Article XVI:  Forfeiture of Branch Status

Article XII of the Association Charter and Bylaws contains the provisions and conditions under which a branch may be discontinued.

Article XVII:  Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this branch in all instances in which they are applicable and in which they are not inconsistent with these bylaws or those of the Association or the state.

Article XVIII:  Indemnification

Every member of the board may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed on such members of the board in connection with any threatened, pending or completed action, suit or proceeding to which the board member may become involved by reason of being, or having been a member of the branch board, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of duties. In the event of a settlement the indemnification herein shall apply only when the branch board approves such settlement and reimbursement as being in the best interest of the branch.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the member of the board is entitled.

Article XIX:  Amendments to the Bylaws

Section 1.  Provisions of these bylaws not governed by the Association Charter and Bylaws or state Bylaws may be amended by an affirmative vote of two-thirds of branch members.  Notice shall be given to every member at least fifteen (15) days prior to the vote.

Section 2.  Prior to being voted on, proposed changes to the branch bylaws shall be sent to the  state bylaws chair for approval.

Section 3.  Amendments required by the Association and/or state to bring branch bylaws into conformity shall not require a vote of the branch members, except that an incorporated branch shall take the necessary steps required by its articles of incorporation.

Date Last Amended:  March 8, 2008